TENB Insider: RSU Vestings and Automated Tax-Related Share Sale

Rhea-AI Filing Summary

Tenable Holdings insider activity: This Form 4 shows Principal Accounting Officer Anschutz Barron received multiple restricted stock unit (RSU) vestings and completed a small automatic sale to cover tax withholding. On 08/22/2025 and 08/25/2025 the reporting person was granted/received RSUs that converted into common stock at $0 cost, adding shares to beneficial ownership. On 08/25/2025 a sell-to-cover disposition of 1,261 shares occurred at $30.25 per share to satisfy tax withholding, noted as an automatic transaction rather than a discretionary sale. Following the reported transactions the filings show beneficial ownership totals in the range of ~59,645 to 61,035 shares across line items, reported as direct ownership.

Positive

• Disclosure clarity: The Form 4 clearly explains the sell-to-cover transaction was automatic to satisfy tax withholding obligations
• Continuing ownership: The reporting person retains direct beneficial ownership after vesting, with totals reported between ~59,645 and 61,035 shares

Negative

• None.

Insights

Securities Insider Analyst

TL;DR: Routine executive RSU vesting with an automated sell-to-cover for tax obligations; no discretionary insider sale indicated.

The Form 4 documents standard compensation-related equity activity: multiple RSU vestings that converted into common stock and an automated sale of 1,261 shares at $30.25 to satisfy tax withholding. The reporting person is the Principal Accounting Officer, and the ownership entries are direct. This disclosure does not indicate voluntary liquidation of holdings or any change in control. For investors, this is a routine insider reporting of compensation vesting and associated tax-related share withholding.

Corporate Governance Specialist

TL;DR: Governance-wise this is a routine, compliant filing showing granted RSUs vesting and a procedural sell-to-cover.

The filing explains the sale was automatic to cover tax withholding on vested RSUs, consistent with typical equity compensation practices. Vesting schedules referenced (25% initial tranche with remaining quarterly vesting over three years) are disclosed. The filing is informational and indicates no unexpected insider behavior or governance red flags. Reporting appears timely and includes explanation for the disposition.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Anschutz Barron

(Last) (First) (Middle)

C/O TENABLE HOLDINGS, INC.

6100 MERRIWEATHER DRIVE

(Street)

COLUMBIA MD 21044

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Tenable Holdings, Inc. [ TENB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Principal Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/22/2025		M		1,337	A	$0	59,648	D
Common Stock	08/22/2025		M		1,258	A	$0	60,906	D
Common Stock	08/25/2025		S(1)		1,261	D	$30.25	59,645	D
Common Stock	08/25/2025		M		1,390	A	$0	61,035	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	08/22/2025		M			1,337	(3)	(3)	Common Stock	1,337	$0	8,022	D
Restricted Stock Units	(2)	08/22/2025		M			1,258	(4)	(4)	Common Stock	1,258	$0	12,580	D
Restricted Stock Units	(2)	08/25/2025		M			1,390	(5)	(5)	Common Stock	1,390	$0	2,780	D

Explanation of Responses:

1. The sale reported on this Form 4 represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. The sale occurred automatically to satisfy the tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.

3. 25% of the shares underlying the RSUs vested on February 22, 2024, with the remainder vesting in equal quarterly installments over 3 years, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to accelerated vesting in specified circumstances.

4. 25% of the shares underlying the RSUs vested on February 22, 2025, with the remainder vesting in equal quarterly installments over 3 years, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to accelerated vesting in specified circumstances.

5. 25% of the shares underlying the RSUs vested on February 23, 2023, with the remainder vesting in equal quarterly installments over 3 years, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to accelerated vesting in specified circumstances.

Remarks:

	/s/ David Bartholomew, Attorney-in-Fact	08/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What transactions did TENB insider Anschutz Barron report on this Form 4?

Answer: The filing reports RSU vestings on 08/22/2025 and 08/25/2025 that converted into common stock and an automatic sell-to-cover disposition of 1,261 shares sold at $30.25 per share.

Was the sale by the TENB reporting person discretionary?

Answer: No. The Form 4 states the sale was an automatic "sell to cover" transaction to satisfy tax withholding obligations and not a discretionary trade.

How many shares does the reporting person hold after the reported transactions?

Answer: The Form 4 lists direct beneficial ownership totals shown in table lines ranging approximately from 59,645 to 61,035 shares following the reported transactions.

What is the nature of the vested equity reported by the TENB insider?

Answer: The vested equity consists of restricted stock units (RSUs), each representing a right to one share of common stock, with vesting schedules described in the filing.

What vesting schedule is disclosed for the RSUs in the filing?

Answer: The filing states an initial vesting of 25% at the first anniversary tranche, with the remainder vesting in equal quarterly installments over three years, subject to continuous service and certain acceleration conditions.